FileBackerz.com, LLC
Terms of Service
The agreement between you and FileBackerz.com, LLC.
Effective 1 September 2026 · Version 1.0 · Last updated 9 August 2026
Contents
PLEASE READ THESE TERMS CAREFULLY. SECTION 26 CONTAINS A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING A CLAIM IN COURT OR TO PARTICIPATE IN A CLASS ACTION. SECTION 24 LIMITS OUR LIABILITY TO YOU.
1. Agreement to These Terms
These Terms of Service (the "Terms") form a binding agreement between FileBackerz.com, LLC, a Texas limited liability company with its principal place of business at 3723 Greenville Avenue, Suite 19910, Dallas, Texas 75206 ("FileBackerz," "we," "us," or "our"), and the individual or entity that creates an account or otherwise uses the Service ("Customer," "you," or "your").
By creating an account, clicking to accept these Terms, or accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity. If you do not agree to these Terms, you may not use the Service.
These Terms incorporate by reference our Privacy Policy, our Acceptable Use Policy, and, where applicable, our Data Processing Addendum. Together these constitute the entire agreement between the parties regarding the Service.
2. Definitions
"Service" means the FileBackerz cloud file storage, backup, sharing, and collaboration platform, including our websites, applications, application programming interfaces, and any related software or documentation we make available.
"Customer Content" means all files, folders, data, text, images, and other materials that you or your Members upload to, store in, transmit through, or generate using the Service.
"Member" means a natural person authorized by you to access the Service under your account, identified by a unique individual email address.
"Workspace" means the account environment in which your Customer Content and Member permissions are organized.
"Connected Storage" means any third-party object storage or file storage service — including Amazon S3, Microsoft Azure Storage, Google Cloud Storage, and Google Drive — that you elect to connect to the Service under your own credentials.
"Order" means the plan selection, subscription term, and pricing you accept at checkout or in a written order form.
3. The Service
Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription term for your internal business purposes.
We may modify, enhance, or discontinue features of the Service at any time. If we discontinue the Service in its entirety, we will provide at least thirty (30) days’ advance notice and refund any prepaid fees covering the period after discontinuation.
We reserve the right to impose and enforce reasonable technical limits on the Service, including limits on application programming interface call volume, concurrent connections, upload and download throughput, individual file size, folder nesting depth, and retained file versions. Current limits are published in our documentation and may be adjusted on reasonable notice.
4. Accounts, Members, and Fair Use of Unlimited Members
Eligibility. The Service is offered only to businesses whose principal place of business is in the United States. By creating an account you represent that your organization qualifies. We may suspend or terminate an account that does not, and we may require evidence of eligibility. We do not offer the Service to individuals in the European Economic Area or the United Kingdom; see Section 7 and our Acceptable Use Policy for the restrictions that apply to personal data protected by the EU or UK GDPR.
You must provide accurate and complete registration information and keep it current. You are responsible for all activity occurring under your account and for maintaining the confidentiality of all credentials. You must notify us promptly at [email protected] of any suspected unauthorized access.
Our plans include unlimited Members. "Unlimited" means unlimited for your organization. It is subject to the following conditions, and use inconsistent with them is a material breach of these Terms:
- Each Member must be a distinct natural person with a unique individual email address.
- Shared, generic, group, or role-based credentials are prohibited. Credentials may not be passed between individuals or used concurrently by more than one person.
- You may not resell, sublicense, rent, lease, or otherwise make Member access available to any third party as a standalone service, or use the Service to operate a file-sharing, hosting, or backup service for others.
- Member access must be provisioned for your own employees, contractors, clients, vendors, auditors, and other counterparties in connection with your own business. It may not be provisioned to the general public.
- We may review Member counts and usage patterns that are materially inconsistent with your stated organization type or size, and may require explanation, impose reasonable limits, or suspend or terminate access where we determine in good faith that this Section has been breached.
5. Customer Content: Ownership and License
As between you and FileBackerz, you retain all right, title, and interest in and to your Customer Content. We claim no ownership of it.
You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, encrypt, index, back up, restore, and create technical derivatives of your Customer Content solely to the extent necessary to (a) provide, maintain, secure, and support the Service; (b) enforce these Terms; and (c) comply with applicable law. This license terminates when your Customer Content is deleted from the Service, except for copies retained in routine backups until they expire in the ordinary course.
We do not access the contents of your files except as necessary to provide the Service, to respond to a support request you initiate, to investigate a suspected violation of these Terms, or as required by law. We do not use your Customer Content to train machine learning models, and we do not sell it.
You represent and warrant that you own or have all necessary rights, licenses, consents, and permissions for your Customer Content, and that your Customer Content and its use through the Service do not infringe or misappropriate any third party’s rights or violate any applicable law.
You are solely responsible for maintaining independent backups of Customer Content that is critical to your business. The Service is a storage and sharing platform; it is not a substitute for your own disaster recovery planning.
6. Acceptable Use
You will not, and will not permit any Member or third party to, use the Service to:
- upload, store, transmit, or share any material that is unlawful, infringing, defamatory, obscene, harassing, threatening, or that promotes violence, terrorism, or unlawful discrimination;
- infringe or misappropriate any patent, copyright, trademark, trade secret, moral right, right of publicity, or other proprietary right;
- distribute malware, ransomware, viruses, worms, or any other malicious or destructive code;
- send unsolicited commercial messages, engage in phishing, or impersonate any person or entity;
- attempt to gain unauthorized access to the Service, other accounts, or any related systems or networks, or to probe, scan, or test the vulnerability of any system without our prior written authorization;
- interfere with, disrupt, or impose an unreasonable or disproportionate load on the Service or its infrastructure;
- circumvent, disable, or attempt to defeat any usage limit, quota, access control, authentication, or security feature;
- access or use the Service to build, benchmark for, or assist in developing a competing product or service, or to copy any feature, function, or interface of the Service;
- reverse engineer, decompile, or disassemble any part of the Service, except to the extent this restriction is prohibited by applicable law;
- scrape, crawl, or use automated means to access the Service other than through our documented application programming interfaces; or
- use the Service in violation of any applicable law or regulation.
We may, but are not obligated to, review Customer Content for compliance with this Section. We may remove or disable access to any Customer Content that we determine in good faith violates these Terms.
7. Restricted Data
The Service is not configured, certified, or offered as a compliance solution for regulated data categories. Accordingly:
- Protected Health Information. You will not upload, store, or transmit "protected health information" as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations ("HIPAA"), or any other individually identifiable health information subject to HIPAA, unless you and FileBackerz have executed a written Business Associate Agreement covering the Service. Absent an executed Business Associate Agreement, we are not a business associate, we do not accept protected health information, and any such upload is a material breach of these Terms.
- Personal Data of Individuals in the EEA and United Kingdom. You will not use the Service to process personal data subject to the EU General Data Protection Regulation or the UK General Data Protection Regulation unless you and FileBackerz have executed our Data Processing Addendum.
- Payment Card Data. You will not upload, store, or transmit full payment card numbers, card verification values, or other cardholder data subject to the Payment Card Industry Data Security Standard.
- Government and Export-Controlled Data. You will not upload, store, or transmit classified information, controlled unclassified information, technical data subject to the International Traffic in Arms Regulations, or data subject to the Criminal Justice Information Services Security Policy.
You are solely responsible for determining whether your intended use involves any restricted data category and for obtaining the applicable agreement before uploading such data. We may suspend or terminate access, and delete affected Customer Content, where we determine in good faith that restricted data has been introduced in breach of this Section.
8. Copyright and DMCA Notices
We respect intellectual property rights and respond to properly submitted notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512.
Notices of alleged infringement must be sent to our designated agent, registered with the United States Copyright Office under registration number DMCA-1077736: DMCA Agent, FileBackerz.com, LLC, 3723 Greenville Avenue, Suite 19910, Dallas, Texas 75206; telephone (972) 560-9440; email [email protected]. A valid notice must include the elements required by 17 U.S.C. § 512(c)(3), including identification of the copyrighted work, identification of the material claimed to be infringing and information reasonably sufficient to locate it, your contact information, a statement of good-faith belief that the use is not authorized, a statement under penalty of perjury that the information is accurate and that you are authorized to act, and your physical or electronic signature.
If we remove or disable access to material in response to a notice, we will make reasonable efforts to notify the affected account holder, who may submit a counter-notice meeting the requirements of 17 U.S.C. § 512(g)(3).
Repeat Infringers. We will terminate, in appropriate circumstances and in our sole discretion, the accounts of Customers or Members who are determined to be repeat infringers.
Misrepresentations in a notice or counter-notice may expose the sender to liability for damages under 17 U.S.C. § 512(f).
9. Illegal Content and Mandatory Reporting
We prohibit the use of the Service to store, transmit, or share child sexual abuse material or any other content whose possession or distribution is unlawful.
You acknowledge that we may use automated and manual techniques to detect such material, and that upon obtaining actual knowledge of apparent child sexual abuse material we are required by 18 U.S.C. § 2258A to report it to the CyberTipline of the National Center for Missing & Exploited Children, and may be required to preserve the associated content and account records.
In such circumstances we may suspend or terminate the account immediately and without notice, may preserve rather than delete the affected Customer Content notwithstanding any other provision of these Terms, and may disclose account information to law enforcement. Sections 20.4 and 20.5 (data export on termination) do not apply to accounts terminated under this Section.
10. Connected Storage
The Service allows you to connect third-party storage services under your own credentials. Connected Storage is provided by the applicable third-party provider, not by FileBackerz, and your use of it is governed by your separate agreement with that provider.
You are solely responsible for: selecting and contracting with the provider; configuring buckets, containers, access policies, encryption settings, and permissions; safeguarding the credentials you supply to us; monitoring availability, durability, redundancy, and retention at the storage layer; and all fees the provider charges you, including storage, request, and data egress charges.
We are not responsible for, and disclaim all liability arising from, any loss, corruption, deletion, unavailability, public exposure, or unauthorized access to Customer Content stored in Connected Storage, including where caused by your misconfiguration, your provider’s outage or act or omission, credential compromise, quota exhaustion, or your provider’s termination of your account.
We may suspend or disconnect a Connected Storage integration without notice if we determine in good faith that it is misconfigured, compromised, exposing data publicly, or causing instability or excessive load.
On termination of your account, or on your disconnection of a Connected Storage integration, we will delete the credentials you supplied. Customer Content residing in Connected Storage remains in your provider account and is your responsibility to retrieve or delete.
11. Free Trial
We may offer a free trial of the Service. Unless we state otherwise at signup, the trial runs for sixty (60) days, includes the storage allotment described on our pricing page, and does not require a payment method.
Because no payment method is required, the trial does not automatically convert to a paid subscription. At the end of the trial, your Workspace will move to a limited state in which you may export your Customer Content but may not upload new content, unless you elect to subscribe.
We will retain your Customer Content for thirty (30) days after the trial ends, after which it may be permanently deleted. Trials are provided as-is and may be modified or discontinued at any time. We may limit accounts to one trial and may decline or terminate a trial we determine in good faith is being used abusively.
12. Fees, Billing, and Auto-Renewal
You agree to pay all fees specified in your Order. Fees are stated in U.S. dollars and are exclusive of taxes; you are responsible for all applicable sales, use, VAT, GST, and similar taxes, excluding taxes on our income.
AUTOMATIC RENEWAL. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING PERIOD — MONTHLY FOR MONTHLY PLANS AND ANNUALLY FOR ANNUAL PLANS — AND YOUR PAYMENT METHOD WILL BE CHARGED THE THEN-CURRENT FEE, UNLESS YOU CANCEL BEFORE THE RENEWAL DATE. YOU MAY CANCEL AT ANY TIME FROM YOUR ACCOUNT SETTINGS, EFFECTIVE AT THE END OF THE CURRENT BILLING PERIOD.
Additional Storage. Storage beyond your plan allotment is available only if you affirmatively enable it. If enabled, it is billed in blocks at the rate published on our pricing page, itemized separately on your invoice, and subject to the maximum published there. We will not charge you for additional storage you have not enabled.
Payment Failure. If a charge fails, we may retry it and may suspend the Service until payment is received. Amounts more than thirty (30) days past due may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and you will reimburse our reasonable costs of collection.
Price Changes. We may change our fees on at least thirty (30) days’ notice to the email address on your account. Changes take effect at your next renewal. If you do not agree, you may cancel before the change takes effect; continued use after that date constitutes acceptance.
13. Refunds
Monthly subscriptions are non-refundable. You may cancel at any time and will not be charged again, but fees already paid for the current month are not refunded and access continues through the end of that month.
Annual subscriptions may be cancelled for a pro-rata refund of the unused portion if you request the refund within thirty (30) days of the initial purchase or renewal. After thirty (30) days, annual fees are non-refundable.
Additional storage charges already incurred are not refundable.
Because we offer a sixty (60) day free trial that requires no payment method, we consider this policy a reasonable opportunity to evaluate the Service before purchase.
Nothing in this Section limits any non-waivable statutory right of withdrawal or cancellation available to consumers in the European Union, the United Kingdom, or any other jurisdiction whose law applies to you.
14. Beta and Early Access Features
We may offer features identified as beta, preview, early access, or similar ("Beta Features"). Beta Features are provided for evaluation only, at no additional charge, and may be incomplete, unstable, or changed or withdrawn at any time without notice.
BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. We disclaim all liability arising from Beta Features to the maximum extent permitted by law. You should not use Beta Features to process data you cannot afford to lose. Information about unreleased Beta Features is our Confidential Information.
15. Security
We maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Content, including encryption of data at rest and in transit, access logging, and role-based access controls.
You are responsible for security within your control, including configuring folder and Member permissions correctly, enabling available account security features, promptly deprovisioning departed Members, and protecting credentials.
No method of transmission or storage is completely secure, and we do not guarantee that the Service will be free from unauthorized access. To report a suspected vulnerability, contact [email protected].
16. Privacy and Data Protection
Our collection and use of personal information is described in our Privacy Policy, which is incorporated into these Terms.
Where we process personal data on your behalf in providing the Service, we act as a processor (or service provider) and you act as the controller (or business). Our Data Processing Addendum governs that processing and, where executed, prevails over these Terms to the extent of any conflict. The Data Processing Addendum is required before you may process personal data subject to the EU or UK General Data Protection Regulation through the Service.
A current list of subprocessors is available on request and published in our documentation. We will provide notice of material changes to that list.
17. Confidentiality
"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Your Customer Content is your Confidential Information. The Service, its non-public features, pricing not publicly posted, and Beta Features are our Confidential Information.
Each party will protect the other’s Confidential Information using at least reasonable care, will not disclose it except to personnel and advisors with a need to know who are bound by comparable obligations, and will use it only in connection with these Terms.
These obligations do not apply to information that is or becomes public through no fault of the receiving party, was rightfully known without obligation of confidence before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the Confidential Information. A party may disclose Confidential Information as required by law, provided it gives reasonable advance notice where legally permitted.
18. Third-Party Services
The Service may interoperate with third-party products and services. We do not control them, are not responsible for them, and make no representation regarding their availability, security, or performance. Your use of a third-party service is governed by your agreement with that provider. Enabling an integration may involve disclosing your Customer Content or account data to that provider, and you authorize that disclosure by enabling it.
19. Suspension
We may suspend your access to the Service, in whole or in part, if: (a) you fail to pay amounts when due; (b) we determine in good faith that you or a Member has breached these Terms; (c) your use poses a security risk, may adversely affect the Service or other customers, or may expose us or any third party to liability; or (d) suspension is required by law or legal process.
We will provide advance notice of suspension where practicable. We may suspend without notice where the circumstances involve a material breach, apparent unlawful conduct, a security incident, or a risk of imminent harm.
Suspension does not relieve you of the obligation to pay fees accruing during the suspension where the suspension results from your breach or non-payment.
20. Term, Termination, and Data Export
These Terms commence when you first accept them and continue until your subscription is terminated in accordance with this Section.
You may terminate at any time by cancelling from your account settings. Termination takes effect at the end of the then-current billing period, and Section 13 (Refunds) governs any refund.
We may terminate these Terms and your account: (a) for your material breach, if the breach is not cured within ten (10) days of notice, or immediately where the breach is not capable of cure or involves apparent unlawful conduct; (b) if you fail to pay amounts more than thirty (30) days past due; or (c) on thirty (30) days’ notice for convenience, with a pro-rata refund of prepaid unused fees.
Data Export. Except where Section 20.5 applies, following termination we will retain your Customer Content in an exportable state for thirty (30) days so that you may download it. After that period, we may permanently delete it, and we have no obligation to retain or provide it.
No Export Right on Termination for Cause. Where we terminate your account for material breach, apparent unlawful conduct, fraud, or under Section 9, we may delete Customer Content immediately and are under no obligation to provide any export period or to return any Customer Content.
Effect. On termination, all rights granted to you under these Terms cease immediately, and you must stop all use of the Service. Amounts owed remain payable.
21. Our Intellectual Property; Feedback
The Service, and all software, technology, designs, text, graphics, interfaces, documentation, trademarks, and other materials comprising it, are owned by FileBackerz or its licensors and are protected by intellectual property law. Except for the limited access right in Section 3, no rights are granted to you, and we reserve all rights not expressly granted.
You may not use our name, logo, or trademarks without our prior written consent, except to identify FileBackerz as your service provider.
Feedback. If you provide suggestions, feature requests, ideas, or other feedback about the Service, you assign to us all right, title, and interest in that feedback, and we may use and exploit it for any purpose without restriction, attribution, or compensation. You waive any moral rights in it.
22. Publicity
You grant us the right to identify you as a customer and to use your name, logo, and non-confidential screenshots of your public-facing use of the Service in our marketing materials, website, and customer lists, in each case consistent with any brand guidelines you provide.
You may opt out at any time by writing to [email protected], and we will cease new uses within thirty (30) days. We will not disclose your Customer Content or the contents of your Workspace in any publicity material.
23. Disclaimer of Warranties
THE SERVICE, INCLUDING ALL CONTENT AND MATERIALS MADE AVAILABLE THROUGH IT, IS PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, FILEBACKERZ AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; OR THAT CUSTOMER CONTENT WILL NOT BE LOST, CORRUPTED, OR DAMAGED. WE DO NOT WARRANT ANY THIRD-PARTY SERVICE OR ANY CONNECTED STORAGE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT CASE, SUCH WARRANTIES ARE LIMITED TO THE MINIMUM SCOPE AND DURATION PERMITTED BY LAW.
24. Limitation of Liability
EXCLUDED DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, OR FOR ANY LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA OR CUSTOMER CONTENT, IN EACH CASE WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FILEBACKERZ’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, FOR ALL CLAIMS COMBINED, WILL NOT EXCEED THE GREATER OF (A) THE SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO FILEBACKERZ FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, EXCLUDING ANY ADDITIONAL-STORAGE OR OTHER USAGE-BASED CHARGES; OR (B) ONE HUNDRED U.S. DOLLARS ($100).
EXCEPTIONS. The limitations in this Section do not apply to your obligations under Section 25 (Indemnification), your payment obligations, your breach of Section 6 (Acceptable Use) or Section 7 (Restricted Data), either party’s breach of Section 17 (Confidentiality), or to liability that cannot be limited under applicable law, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
BASIS OF THE BARGAIN. You acknowledge that the disclaimers and limitations in Sections 23 and 24 are a fundamental basis of the bargain between the parties, that they reflect an allocation of risk given the fees charged, and that we would not provide the Service on these economic terms without them. These limitations apply even if a limited remedy fails of its essential purpose.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
25. Indemnification
By You. You will defend, indemnify, and hold harmless FileBackerz and its members, managers, officers, employees, and agents from and against any third-party claim, demand, suit, or proceeding, and all resulting losses, damages, liabilities, settlements, fines, costs, and reasonable attorneys’ fees, arising out of or relating to: (a) your Customer Content, including any claim that it infringes or misappropriates a third party’s rights or violates applicable law; (b) your or your Members’ use of the Service; (c) your breach of these Terms, including Sections 4, 6, and 7; (d) your Connected Storage; or (e) your violation of any applicable law.
By Us. We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes a United States patent, copyright, or trademark, and will pay damages finally awarded or amounts we agree in settlement. This obligation does not apply to claims arising from Customer Content, Connected Storage, third-party services, Beta Features, modifications not made by us, or use of the Service in combination with anything not supplied by us. If the Service becomes, or we believe it may become, the subject of such a claim, we may at our option procure the right to continue using it, modify or replace it to make it non-infringing, or terminate the affected subscription and refund prepaid unused fees. This Section states our entire liability and your exclusive remedy for third-party intellectual property claims.
Procedure. The indemnified party will promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (provided that no settlement imposing liability or admission on the indemnified party may be made without its consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party’s expense.
26. Dispute Resolution; Arbitration; Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.
Informal Resolution First. Before initiating arbitration, the party raising a dispute must send a written Notice of Dispute describing the claim and the relief sought — to us at [email protected] and by mail to the address in Section 1, or to you at the email address on your account. The parties will attempt in good faith to resolve the dispute for sixty (60) days after the Notice is received. Arbitration may only be commenced after that period.
Binding Arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The arbitration will be seated in Dallas County, Texas, and may be conducted by videoconference or on written submissions where the rules permit. The arbitrator has exclusive authority to resolve all disputes, including the scope, enforceability, and arbitrability of this Section. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.
CLASS ACTION WAIVER. ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. IF THIS WAIVER IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM, THAT CLAIM SHALL BE SEVERED AND BROUGHT IN COURT, AND ALL OTHER CLAIMS SHALL REMAIN IN ARBITRATION.
Exceptions. Either party may (a) bring an individual claim in small claims court if it qualifies, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement or misappropriation of intellectual property or breach of confidentiality obligations.
LIMITATIONS PERIOD. ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES, OR IT IS PERMANENTLY BARRED. THIS PERIOD MAY NOT BE EXTENDED, EXCEPT WHERE SUCH A LIMITATION IS PROHIBITED BY APPLICABLE LAW.
Costs. Each party bears its own attorneys’ fees and costs, except where applicable law or the arbitrator’s award provides otherwise. Administrative and arbitrator fees will be allocated under the applicable AAA rules.
27. Governing Law and Venue
These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Subject to Section 26, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Dallas County, Texas, and waive any objection to that venue on grounds of inconvenient forum.
If you are a consumer resident in the European Union or the United Kingdom, nothing in this Section deprives you of the protection of mandatory provisions of the law of your country of residence, or of your right to bring proceedings in the courts of that country.
28. Export Controls and Sanctions
You will comply with all applicable export control, import, and economic sanctions laws, including the U.S. Export Administration Regulations and the regulations of the U.S. Treasury Department’s Office of Foreign Assets Control.
You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and that you are not identified on any U.S. government restricted-party list. You will not make the Service available to any such person or in violation of these laws.
29. Force Majeure
Neither party is liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labor dispute, governmental action, internet or telecommunications failure, power failure, or the failure or unavailability of a third-party service or infrastructure provider.
30. Changes to These Terms
We may modify these Terms from time to time. For material changes, we will provide at least thirty (30) days’ notice by email to the address on your account or through the Service, and will update the "Last updated" date above.
Changes take effect on the stated effective date. If you do not agree, you must stop using the Service and may cancel before that date; if you cancel for this reason during a prepaid term, we will refund prepaid unused fees on a pro-rata basis. Continued use after the effective date constitutes acceptance.
Changes required by law or necessary to address a security risk may take effect immediately.
31. General
Entire Agreement. These Terms, together with the Privacy Policy, Acceptable Use Policy, any executed Data Processing Addendum or Business Associate Agreement, and your Order, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings. Any conflicting or additional terms in a purchase order or vendor portal are void.
Assignment. You may not assign or transfer these Terms, in whole or in part, without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the successor is not our competitor and you give us prompt notice. We may assign these Terms freely. Any attempted assignment in violation of this Section is void.
Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will remain in full force.
No Waiver. A party’s failure to enforce any provision is not a waiver of its right to do so later. Waivers must be in writing.
Notices. We may give notice by email to the address on your account, by posting in the Service, or by mail. You must give notice to [email protected] and, for legal notices, by mail to the address in Section 1. Notice is effective on receipt, or one business day after sending by email.
Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
No Third-Party Beneficiaries. These Terms do not confer any rights on any person other than the parties.
Survival. Sections 2, 5.1, 5.4, 5.5, 7, 9, 10.3, 10.5, 12 (as to amounts accrued), 13, 17, 20.5, 20.6, 21, 23, 24, 25, 26, 27, 28, and 31 survive termination or expiration of these Terms.
Headings; Interpretation. Headings are for convenience only. "Including" means "including without limitation." References to a Section include its subsections.
Electronic Communications. You consent to receive communications from us electronically, and agree that electronic notices, agreements, and records satisfy any legal requirement that such communications be in writing.
32. Contact
FileBackerz.com, LLC
3723 Greenville Avenue, Suite 19910
Dallas, Texas 75206
General and legal: [email protected]
Privacy: [email protected]
Security: [email protected]
Copyright / DMCA: [email protected]